In many organizations confidential information is provided only to those employees and outside vendors that need access to the information. For instance, confidential information relating to a new product in development may be restricted to only those employees on a team that is developing the new product. Employees that are not on the team are prohibited from accessing the confidential information relating to the new product. As another example, confidential information relating to a particular client project may be restricted to only those employees working on the project.
In order to limit the dissemination of confidential information to only those individuals authorized to receive the information, many organizations require employees and vendors to sign one or more confidentiality agreements. Confidentiality agreements are legal agreements by which the parties to the agreement agree not to disclose information covered by the agreement, except to other individuals that have signed similar agreements. In the employment context, this generally means that an employee agrees not to disclose information covered by the confidentiality agreement except to other employees that have also signed a confidentiality agreement covering the disclosed information. Confidentiality agreements are also referred to as non-disclosure agreements (“NDAs”), confidential disclosure agreements (“CDAs”), and secrecy agreements.
In many organizations, employees are required to sign a broad confidentiality agreement at the time they are hired. Subsequently, as an employee begins to work on various projects, they may also be required to sign additional confidentiality agreements covering the disclosure of confidential information related to the particular projects. Each employee, therefore, may be covered by multiple confidentiality agreements at any given time. As a result, it can be difficult for an employee to know whether they may discuss a particular matter with another employee in the company. This can result in considerable discussion among employees regarding whether each employee has signed the appropriate confidentiality agreement prior to discussing a matter. This process can be very time consuming, especially in large meetings where many employees are present. Moreover, when the mere existence of a matter is itself confidential, an employee may be prohibited from even asking another employee if they are covered by the appropriate confidentiality agreement.